SEC Filing | Corpay, Inc.

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BAIN CAPITAL INVESTORS LLC

(Last)

(First)

(Middle)

111 HUNTINGTON AVENUE

(Street)

BOSTON

02199

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FLEETCOR TECHNOLOGIES INC [ FLT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/20/2010		C⁽⁷⁾		13,922,565	A	⁽⁷⁾	13,922,565	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	12/20/2010		S		2,591,233	D	$21.5625	11,331,332	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series D-4 Convertible Preferred Stock	⁽⁷⁾	12/20/2010		C⁽⁷⁾			5,569,027	⁽⁷⁾	⁽⁷⁾	Common Stock	13,922,565	⁽⁷⁾	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

BAIN CAPITAL INVESTORS LLC

(Last)

(First)

(Middle)

111 HUNTINGTON AVENUE

(Street)

BOSTON

02199

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BAIN CAPITAL PARTNERS VIII, L.P.

(Last)

(First)

(Middle)

C/O BAIN CAPITAL INVESTORS, LLC

111 HUNTINGTON AVENUE

(Street)

BOSTON

02199

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BAIN CAPITAL FUND VIII, L.P.

(Last)

(First)

(Middle)

C/O BAIN CAPITAL INVESTORS, LLC

111 HUNTINGTON AVENUE

(Street)

BOSTON

02199

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Bain Capital Fund VIII, LLC

(Last)

(First)

(Middle)

C/O BAIN CAPITAL INVESTORS, LLC

111 HUNTINGTON AVENUE

(Street)

BOSTON

02199

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BCIP Associates III

(Last)

(First)

(Middle)

C/O BAIN CAPITAL INVESTORS, LLC

111 HUNTINGTON AVENUE

(Street)

BOSTON

02199

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BCIP Associates III, LLC

(Last)

(First)

(Middle)

C/O BAIN CAPITAL INVESTORS, LLC

111 HUNTINGTON AVENUE

(Street)

BOSTON

02199

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BCIP Trust Associates III

(Last)

(First)

(Middle)

C/O BAIN CAPITAL INVESTORS, LLC

111 HUNTINGTON AVENUE

(Street)

BOSTON

02199

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BCIP T Associates III, LLC

(Last)

(First)

(Middle)

C/O BAIN CAPITAL INVESTORS, LLC

111 HUNTINGTON AVENUE

(Street)

BOSTON

02199

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BCIP Associates III-B

(Last)

(First)

(Middle)

C/O BAIN CAPITAL INVESTORS, LLC

111 HUNTINGTON AVENUE

(Street)

BOSTON

02199

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BCIP Associates III-B, LLC

(Last)

(First)

(Middle)

C/O BAIN CAPITAL INVESTORS, LLC

111 HUNTINGTON AVENUE

(Street)

BOSTON

02199

(City)

(State)

(Zip)

Explanation of Responses:

1. Bain Capital Investors, LLC ("BCI") is the sole general partner of Bain Capital Partners VIII, L.P. ("BCP VIII"), which is the sole general partner of Bain Capital Fund VIII, L.P. ("BCF VIII"), which is the sole member of Bain Capital Fund VIII, LLC ("Fund VIII"). As a result, each of BCI, BCP VIII and BCF VIII may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Fund VIII. Each of BCI, BCP VIII and BCF VIII disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

2. BCI is also the managing partner of BCIP Associates III ("BCIP-A"), which is the sole manager of BCIP Associates III, LLC ("BCIP-A Fund"). As a result, each of BCI and BCIP-A may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP-A Fund. Each of BCI and BCIP-A disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

3. BCI is also the managing partner of BCIP Trust Associates III ("BCIP-TA"), which is the sole manager of BCIP T Associates III, LLC ("BCIP-TA Fund"). As a result, each of BCI and BCIP-TA may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP-TA Fund. Each of BCI and BCIP-TA disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

4. BCI is also the managing partner of BCIP Associates III-B ("BCIP-AB"), which is the sole manager of BCIP Associates III-B, LLC ("BCIP-AB Fund"). As a result, each of BCI and BCIP-AB may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP-AB Fund. Each of BCI and BCIP-AB disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

5. BCI is also the managing partner of BCIP Trust Associates III-B ("BCIP-TAB"), which is the sole manager of BCIP T Associates III-B, LLC ("BCIP-TAB Fund"). As a result, each of BCI and BCIP-TAB may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP-TAB Fund. Each of BCI and BCIP-TAB disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

6. BCI is also the managing partner of BCIP Associates-G ("BCIP-AG"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP-AG. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

7. The Issuer's preferred stock reported herein automatically converted into 2.5 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering.

Remarks:

Remarks: One of Two forms

	/s/ Bain Capital Investors by Andrew Balson, Managing Director	12/21/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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